SUNCORP GROUP LIMITED — Capital/Financing Update 2021

Aug 29, 2021

Proposed issue of securities

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Announcement Summary

Entity name

SUNCORP GROUP LIMITED

Announcement Type

New announcement

Date of this announcement

30/8/2021

The Proposed issue is:

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A non pro rata offer of securities under a disclosure document or product disclosure statement (PDS)

Total number of +securities proposed to be issued for a non pro rata offer of securities under a disclosure document or product disclosure statement (PDS)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Suncorp Capital Notes 4 (SUNPI)	3500000
confirmed

Closing date for receipt of acceptances

20/9/2021

Proposed +issue date

23/9/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

SUNCORP GROUP LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ABN 66145290124

1.3 ASX issuer code

SUN

1.4 The announcement is

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New announcement

1.5 Date of this announcement

30/8/2021

1.6 The Proposed issue is:

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A non-+pro rata offer of +securities under a +disclosure document or +PDS

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Part 5 - Details of proposed non-pro rata offer under a disclosure document or PDS

Part 5A - Conditions

5A.1 Do any external approvals need to be obtained or other conditions satisfied before the non-pro rata offer of +securities under a +disclosure document or + PDS can proceed on an unconditional basis? No

Part 5B - Offer details

Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	Yes
Yes
ASX +security code	+Security description
New class-code to be confirmed	Suncorp Capital Notes 4 (SUNPI)
+Security type
Other
The number of +securities to be offered under the +disclosure document or
+PDS
3,500,000

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

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Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based?

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Unit based

Please enter the minimum acceptance value

50

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? No

Offer price details

Has the offer price been determined?

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Yes

In what currency will the offer be What is the offer price per +security? made?

AUD 100.00000

AUD - Australian Dollar

Oversubscription & Scale back details

Will the entity be entitled to accept over-subscriptions?

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Yes

Provide details of the number or value of over-subscriptions that the entity may accept

Suncorp may issue more or less than 3,500,000 Capital Notes 4. Please refer to Section 6.6 of the Prospectus lodged with the ASX on 30 August 2021 for details of Suncorp's allocation policy in respect of the Capital Notes 4.

There is no maximum limit on the number or value of over-subscription under the Offer that Suncorp may accept.

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

Suncorp has discretion to determine the method and extent of allocations. Please refer to Section 6.6 of the Prospectus lodged with the ASX on 30 August 2021 for details of Suncorp's allocation policy in respect of the Capital Notes 4.

Will all the +securities issued in this class rank equally in all respects from their issue date?

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Yes

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

www.suncorpgroup.com.au/sunpi

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Part 5C - Timetable

5C.1 Lodgement date of +disclosure document or +PDS with ASIC 30/8/2021

5C.2 Date when +disclosure document or +PDS and acceptance forms will be made available to investors

7/9/2021

5C.3 Offer open date

7/9/2021

5C.4 Closing date for receipt of acceptances

20/9/2021

5C.6 Proposed +issue date

23/9/2021

Part 5D - Listing Rule requirements

5D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

5D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5D.1b ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

3,500,000 Capital Notes 4 (although, as noted above, under the offer Suncorp has the ability to issue more or less Capital Notes 4).

5D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

5D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

Part 5E - Fees and expenses

5E.1 Will there be a lead manager or broker to the proposed offer? Yes

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5E.1a Who is the lead manager/broker?

The arranger is Barrenjoey Advisory Pty Limited and the joint lead managers are ANZ Securities Limited, Commonwealth Bank of Australia, Morgans Financial Limited, National Australia Bank Limited, Westpac Banking Corporation and UBS AG, Australia Branch.

5E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Please refer to section 8.1.2 of the prospectus for details of the fees payable to the arranger and the joint lead managers.

5E.2 Is the proposed offer to be underwritten?

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No

5E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? Yes

5E.3a Will the handling fee or commission be Dollar based or Percentage based? Percentage based (%)

5E.3b Amount of any handling fee or commission payable to brokers who lodge acceptances on behalf of investors

1.250000 %

5E.3c Please provide any other relevant information about the handling fee or commission method

Suncorp will be responsible for paying the joint lead managers fees paid proportionately to each joint lead manager on the basis of their Capital Notes 4 allocation.

The joint lead managers on behalf of Suncorp are responsible for paying all selling fees and other commissions payable to the Syndicate Brokers.

Please refer to Section 8.1.2 of the Prospectus.

5E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Please refer to Section 8.1.2 of the Prospectus for details in relation to the expenses of the Offer.

Part 5F - Further Information

5F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Suncorp is issuing Capital Notes 4 to raise Eligible Additional Tier 1 Capital, the proceeds of which it expects to use to fund the capital needs of one or more regulated entities within the Suncorp group and for general corporate and funding purposes.

5F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

5F.2 Please explain the entity's allocation policy for the offer, including whether or not acceptances from existing +security holders will be given priority

Please refer to Section 6.6 of the Prospectus for details in relation to the allocation policy.

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5F.3 URL on the entity's website where investors can download the +disclosure document or +PDS

www.suncorpgroup.com.au/sunpi

5F.4 Any other information the entity wishes to provide about the proposed offer

Investors should read the Prospectus in full before deciding to invest in Capital Notes 4 and consider the risks that could affect the performance of Capital Notes 4.

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